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Due diligence (for example, checking that existing contracts that the target company has are in fact valid, or checking that the entities are properly formed and have properly authorized the transaction per their articles/statute, etc.).

dougroberts wrote:Due diligence (for example, checking that existing contracts that the target company has are in fact valid, or checking that the entities are properly formed and have properly authorized the transaction per their articles/statute, etc.).

Drafting some provisions of the M&A deal.

Proofread said deal.

And then more due diligence.

interpretation: read boring ass documents all day long every day and then write tiny summarizes on them. use the 190k you are given to buy hookers so you can drown in your misery of boredom. rise and repeat.

dougroberts wrote:Due diligence (for example, checking that existing contracts that the target company has are in fact valid, or checking that the entities are properly formed and have properly authorized the transaction per their articles/statute, etc.).

Drafting some provisions of the M&A deal.

Proofread said deal.

And then more due diligence.

interpretation: read boring ass documents all day long every day and then write tiny summarizes on them. use the 190k you are given to buy hookers so you can drown in your misery of boredom. rise and repeat.

I dunno, to me this sounds so much more preferable to doing westlaw/lexis research. Especially getting to draft to stuff.

dougroberts wrote:Due diligence (for example, checking that existing contracts that the target company has are in fact valid, or checking that the entities are properly formed and have properly authorized the transaction per their articles/statute, etc.).

Drafting some provisions of the M&A deal.

Proofread said deal.

And then more due diligence.

interpretation: read boring ass documents all day long every day and then write tiny summarizes on them. use the 190k you are given to buy hookers so you can drown in your misery of boredom. rise and repeat.

So what? You would be a fucking junior associate, presumably someone who doesn't know shit. You expect to do merger agreements and negotiate exclusivity your first year? Someone has to do the work, and surprise surprise.... If you're the most junior attorney, you'll do it.

As echoed above, this is preferable to lexis research. Also, you get more responsibility more quickly. I know mid levels who run their own deals.

Fresh Prince wrote:So what? You would be a fucking junior associate, presumably someone who doesn't know shit. You expect to do merger agreements and negotiate exclusivity your first year? Someone has to do the work, and surprise surprise.... If you're the most junior attorney, you'll do it.

As echoed above, this is preferable to lexis research. Also, you get more responsibility more quickly. I know mid levels who run their own deals.

believe it or not, there are options outside of the soul-sucking that is biglaw.

Fresh Prince wrote:So what? You would be a fucking junior associate, presumably someone who doesn't know shit. You expect to do merger agreements and negotiate exclusivity your first year? Someone has to do the work, and surprise surprise.... If you're the most junior attorney, you'll do it.

As echoed above, this is preferable to lexis research. Also, you get more responsibility more quickly. I know mid levels who run their own deals.

Just out of curiosity why do you all think that doing due diligence and reading contracts is better than doing legal research? I mean I'm not agreeing or disagreeing; I just want to know what it is that makes you think this is an objective fact. Frankly, neither one sounds particularly good at all; but then that's why it's called a job.

Fresh Prince wrote:So what? You would be a fucking junior associate, presumably someone who doesn't know shit. You expect to do merger agreements and negotiate exclusivity your first year? Someone has to do the work, and surprise surprise.... If you're the most junior attorney, you'll do it.

As echoed above, this is preferable to lexis research. Also, you get more responsibility more quickly. I know mid levels who run their own deals.

believe it or not, there are options outside of the soul-sucking that is biglaw.

BruceWayne wrote:Just out of curiosity why do you all think that doing due diligence and reading contracts is better than doing legal research? I mean I'm not agreeing or disagreeing; I just want to know what it is that makes you think this is an objective fact. Frankly, neither one sounds particularly good at all; but then that's why it's called a job.

I think it's debatable which is better, but people who find diligence mildly interesting usually think that because you really get know EVERYTHING about a company by reading all its contracts. If you're into business, it's kind of interesting to see how everything works, etc. That said, it is very boring at times.

Also, not doing westlaw/lexis research as a corporate associate is a myth. At least in M&A, if you are in the structuring phase of a deal, someone on your team (probably you) will often have to research DE law at some point to figure out if what the client/the partner is trying to do will past muster when the acquirer inevitably gets sued.

If my company chooses your firm to represent us in a M&A transaction, I will be calling you, as the junior associate, to make sure that your diligence reviews are on-time and in conformity with my company's templates. I will call you at all hours to ask specific questions about individual agreements, and will be annoyed when your knowledge of the contract is only superficial or if you didn't flag the right terms. The diligence will of course need to have been done yesterday, as knowledge about the target's contracts and structure will influence our pricing models. I also won't be shy of calling the senior associate or junior partner to complain about your dilatory diligence reviews.

I'll also need you to familiarize yourself with my company's organizational structure so that you can help us build out the corporate structure for the deal. (Actually, it will be the tax lawyers who primarily drive the structuring, but at least you'll get to draw the flow charts.) That will involve forming new Holdcos and Newcos and running the Delaware filing processes. It may or may not involve you actually getting to meet any of my company's executives or really understanding our business model, but at least you'll get to know the formal legal structures.

I'll be calling the partners, not you, with substantive questions about Delaware law, the target's regulatory landscape, securities laws, etc. Maybe, if my questions are tough enough, you'll be asked to bird-dog the relevant SEC no-action letter. But I'll be annoyed if that work delays your diligence output; the partners will be annoyed if your research memo isn't done by yesterday because I'll be badgering them for answers as well.

When it comes to the actual deal docs, you may, if you're lucky, get to collate the partners' comments and turn drafts overnight after they've gone home. I won't be particularly interested in your own comments, though I will want typos to be caught. What you will definitely be in charge of is the disclosure schedules. Their accuracy and completeness will depend on how good a job you've done on diligence. There will be dozens of such schedules and you'll need to know them cold. Shouldn't be a big deal, though; they're just lists of contracts and dates and employee numbers.

Your finest hour will be running the closing. This will mean painstakingly ensuring that each of the myriad signatures is obtained (and not lost!). It will also mean getting yelled at from all directions about why the stupid deal hasn't closed yet, has the wire cleared yet, etc. Your crowning work product--produced after all the other attorneys have moved on to the next deal--will be the closing binders. Which had better be complete.

Kochel wrote:If my company chooses your firm to represent us in a M&A transaction, I will be calling you, as the junior associate, to make sure that your diligence reviews are on-time and in conformity with my company's templates. I will call you at all hours to ask specific questions about individual agreements, and will be annoyed when your knowledge of the contract is only superficial or if you didn't flag the right terms. The diligence will of course need to have been done yesterday, as knowledge about the target's contracts and structure will influence our pricing models. I also won't be shy of calling the senior associate or junior partner to complain about your dilatory diligence reviews.

I'll also need you to familiarize yourself with my company's organizational structure so that you can help us build out the corporate structure for the deal. (Actually, it will be the tax lawyers who primarily drive the structuring, but at least you'll get to draw the flow charts.) That will involve forming new Holdcos and Newcos and running the Delaware filing processes. It may or may not involve you actually getting to meet any of my company's executives or really understanding our business model, but at least you'll get to know the formal legal structures.

I'll be calling the partners, not you, with substantive questions about Delaware law, the target's regulatory landscape, securities laws, etc. Maybe, if my questions are tough enough, you'll be asked to bird-dog the relevant SEC no-action letter. But I'll be annoyed if that work delays your diligence output; the partners will be annoyed if your research memo isn't done by yesterday because I'll be badgering them for answers as well.

When it comes to the actual deal docs, you may, if you're lucky, get to collate the partners' comments and turn drafts overnight after they've gone home. I won't be particularly interested in your own comments, though I will want typos to be caught. What you will definitely be in charge of is the disclosure schedules. Their accuracy and completeness will depend on how good a job you've done on diligence. There will be dozens of such schedules and you'll need to know them cold. Shouldn't be a big deal, though; they're just lists of contracts and dates and employee numbers.

Your finest hour will be running the closing. This will mean painstakingly ensuring that each of the myriad signatures is obtained (and not lost!). It will also mean getting yelled at from all directions about why the stupid deal hasn't closed yet, has the wire cleared yet, etc. Your crowning work product--produced after all the other attorneys have moved on to the next deal--will be the closing binders. Which had better be complete.

And I'm just the client.

This, kiddos, is why you choose tax if you are interested in transactional work

Anonymous User wrote:It isn't nearly as bad as kochel puts it. While I do indeed maintain disclosure schedules, it's almost always the client who puts the data in. That's just one example.

I exaggerated for effect, but only somewhat. And I wrote with reference to very recent experience dealing with large-scale buy-side M&A. I suppose in smaller transactions the junior associate gets more airtime.

Re: disclosure schedules: As the buyer, I'd need outside counsel to police seller's inputs into the schedules; regardless of whether they were ultimately sourced by the seller's in-house lawyers, buyer's counsel would have to do all the reconciliation against the diligence materials. At least that's how I'd arrange it.

dougroberts wrote:Due diligence (for example, checking that existing contracts that the target company has are in fact valid, or checking that the entities are properly formed and have properly authorized the transaction per their articles/statute, etc.).

Drafting some provisions of the M&A deal.

Proofread said deal.

And then more due diligence.

interpretation: read boring ass documents all day long every day and then write tiny summarizes on them. use the 190k you are given to buy hookers so you can drown in your misery of boredom. rise and repeat.

or you could finish top of your class at an elite law school and get a job at a lit boutique like Susman/Bartlit Beck/etc. and be taking depositions on your own as a first year, arguing motions in court, and writing entire briefs on your own which are filed directly to the court with very little partner oversight

I think working at a top shelf lit boutique is the much better than any other private sector job in law for a young associate.

Magnificent wrote:or you could finish top of your class at an elite law school and get a job at a lit boutique like Susman/Bartlit Beck/etc. and be taking depositions on your own as a first year, arguing motions in court, and writing entire briefs on your own which are filed directly to the court with very little partner oversight

I think working at a top shelf lit boutique is the much better than any other private sector job in law for a young associate.

Lol. Are you a 0L? A couple things. It's unlikely that you would ever be a 1st year at a lit boutique - generally you'd becoming off of at least 1 clerkship (thus 2d year). It's also extraordinarily unlikely that the motions you are arguing are dispositive. And, it's extraordinarily unlikely you would be filing unsupervised briefs. More importantly, if you are smart enough to finish at the top of your class, you are smart enough to know that you need oversight when learning. FYI - clients aren't dumb, if they hired any firm for bet the company litigation, they are certainly not going to allow 1st year associates to file briefs "on their own."